0001102946-17-000002.txt : 20170209 0001102946-17-000002.hdr.sgml : 20170209 20170208181655 ACCESSION NUMBER: 0001102946-17-000002 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170209 DATE AS OF CHANGE: 20170208 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN REALTY CAPITAL - RETAIL CENTERS OF AMERICA, INC. CENTRAL INDEX KEY: 0001500554 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 273279039 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-89726 FILM NUMBER: 17583836 BUSINESS ADDRESS: STREET 1: 405 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212 415 6500 MAIL ADDRESS: STREET 1: 405 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MACKENZIE CAPITAL MANAGEMENT, LP CENTRAL INDEX KEY: 0001102946 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 680151215 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 1640 SCHOOL STREET CITY: MORAGA STATE: CA ZIP: 94556 BUSINESS PHONE: 9256319100 MAIL ADDRESS: STREET 1: 1640 SCHOOL STREET CITY: MORAGA STATE: CA ZIP: 94556 FORMER COMPANY: FORMER CONFORMED NAME: MACKENZIE CAPITAL MANAGMENT, LP DATE OF NAME CHANGE: 20120221 FORMER COMPANY: FORMER CONFORMED NAME: MACKENZIE PATTERSON FULLER, LP DATE OF NAME CHANGE: 20060131 FORMER COMPANY: FORMER CONFORMED NAME: MACKENZIE PATTERSON FULLER INC DATE OF NAME CHANGE: 20031203 SC TO-T/A 1 arcrcasctota02092017final.htm FINAL AMENDMENT
 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
_______________________
Amendment No. 2
to
SCHEDULE TO
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
___________________

AMERICAN REALTY CAPITAL - RETAIL CENTERS OF AMERICA, INC.
(Name of Subject Company)

COASTAL REALTY BUSINESS TRUST AND MACKENZIE CAPITAL MANAGEMENT, LP
(Bidders)
SHARES OF COMMON STOCK
(Title of Class of Securities)

None or unknown
(CUSIP Number of Class of Securities)
_______________________
   
Copy to:
Christine Simpson
  
Chip Patterson, Esq.
MacKenzie Capital Management, LP
  
MacKenzie Capital Management, LP
1640 School Street
  
1640 School Street
Moraga, California  94556
  
Moraga, California  94556
(925) 631-9100 ext. 1024
  
(925) 631-9100 ext. 1006


(Name, Address, and Telephone Number of
Person Authorized to Receive Notices and
Communications on Behalf of Bidder)

Calculation of Filing Fee

 
Transaction
Amount of
 
Valuation*
Filing Fee
     
 
$5,500,000
$637.45
 
*
For purposes of calculating the filing fee only.  Assumes the purchase of 1,000,000 Units at a purchase price equal to $5.50 per Unit in cash.
   
[X]
Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid.  Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
   
 
Amount Previously Paid:      $637.45
 
Form or Registration Number:  SC TO-T
 
Filing Party: MacKenzie Capital Management, LP
 
Date Filed: December 19, 2016
   
[ ]
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
   
 
Check the appropriate boxes below to designate any transactions to which the statement relates:
   
[X]
third party tender offer subject to Rule 14d-1.
[ ]
issuer tender offer subject to Rule 13e-4.
[ ]
going private transaction subject to Rule 13e-3
[ ]
amendment to Schedule 13D under Rule 13d-2
   
 
Check the following box if the filing is a final amendment reporting the results of the tender offer: [X]
   
 
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
   
[ ]
Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
 
[ ]
Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
 

FINAL AMENDMENT TO TENDER OFFER

This Final Amendment to the Tender Offer Statement on Schedule TO relates to the offer (the "Offer") by: Coastal Realty Business Trust (collectively the "Purchasers") to purchase up to 1,000,000 shares of common stock (the "Shares") in American Realty Capital - Retail Centers of America, Inc. (the "Corporation"), the subject company, at a purchase price equal to $5.50 per Share, upon the terms and subject to the conditions set forth in the Offer to Purchase (the "Offer to Purchase") dated December 19, 2016 (the "Offer Date") and the related Assignment Form

The Offer resulted in the tender by shareholders, and acceptance for payment by the Purchasers, of a total of 7,600.057 Shares.  Following the purchase of all the tendered Shares, the Purchasers will own an aggregate of approximately 7,600.057 Shares, less than .01% of the total outstanding Shares.


SIGNATURES


After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 9, 2017

COASTAL REALTY BUSINESS TRUST
By: MacKenzie Capital Management, LP, Manager/General Partner/Trustee

By:
/s/ Chip Patterson
    
 
Chip Patterson, Managing Director
    


MACKENZIE CAPITAL MANAGEMENT, LP

By: /s/ Chip Patterson 
Chip Patterson, Managing Director